"The bass line was something that I had made up early on as I was learning to play the bass, maybe around 1980. I think it grew out of a pedal that I'd acquired called a 'Super Fuzz' and the tone of the box begged the line. In late '87, in the aftermath of Licensed to Ill, we decided to take a little break. I bought a Fostex reel-to-reel 8-track and starting writing songs with a friend named Tom Cushman. Tom reminded me about the old bass line. I found the Super Fuzz, and wrote a song sround it. The song was called 'Gratitude.' That version was over an 808 drum machine and had me singing on it. One day at G-Son, around '91 or '92, as we were working on the Check Your Head album, Adam H. was running late, so Mike and I started jamming. I had the Super Fuzz plugged in and began to play the 'Gratitude' bass line. I showed Mike the arrangement and we recorded the basic structure of the song. The arrangement of 'Gratitude' got taped on the 24-track. Horovitz came in later and put down the guitar parts. I tried doing the lyrics that I'd done on the 8-track demo version, but they didn't sound right. The song got put on the shelf with about a million other half-finished songs. About a year later, we decided to go on a lyric-writing excursion. The thought being that if the five of us (Mike, Adam H., Mario, Mark and I) were separated from our individual lives, maybe we'd get the ball rolling. Mario put instrumental versions of all the songs we were hoping to write lyrics for on cassette. During that trip Horovitz played the instrumental version of 'Gratitude' several times. He had an idea, that he wanted to try singing on it, a flow for the words to fall into, and the song began to take shape" - Adam Yauch, 1999

"Dave [Scilken's] death really put an emotional touch to [Check Your Head]. That inspired the final push - to try make something good out of what happened. Lyrics for songs like 'Gratitude' started coming together after that." - Mario Caldato, excerpted from The Skills to Pay the Bills by Alan Light, 2005